The Lease Agreement constitutes the legal, valid
and binding obligation of Lessor, enforceable against Lessor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally
and public policy considerations (in the case of the indemnity provisions contained therein), and subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Guarantee constitutes the legal,
valid and binding obligation of AFS, enforceable against AFS in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights and remedies of
creditors generally and public policy considerations (in the case of the indemnity provisions contained therein), and subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). 

  

 We are qualified to practice law in the State of New York and we express no
opinion on the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of New York. We express no opinion as to (i) any state or federal securities laws, (ii) any state or federal tax laws, (iii) matters
governed by Title 49 of the United States Code or by any other aviation law or law, statute, rule or regulation of the United States of America relating to the acquisition, ownership, leasing, registration, use, operation, maintenance, repair,
replacement, sale of or the particular nature of the Aircraft, (iv) the applicability of the laws of any jurisdiction that may limit the maximum rate or amount of interest that may be 


  


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